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MIRC Electronics Ltd.

BSE: 500279 Sector: Consumer
NSE: MIRCELECTR ISIN Code: INE831A01028
BSE LIVE 15:54 | 24 Nov 41.10 3.80
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37.75

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NSE 15:54 | 24 Nov 41.00 3.70
(9.92%)
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37.60

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OPEN 37.75
PREVIOUS CLOSE 37.30
VOLUME 2171039
52-Week high 42.80
52-Week low 11.75
P/E 48.35
Mkt Cap.(Rs cr) 871
Buy Price 41.10
Buy Qty 3409.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.75
CLOSE 37.30
VOLUME 2171039
52-Week high 42.80
52-Week low 11.75
P/E 48.35
Mkt Cap.(Rs cr) 871
Buy Price 41.10
Buy Qty 3409.00
Sell Price 0.00
Sell Qty 0.00

MIRC Electronics Ltd. (MIRCELECTR) - Director Report

Company director report

Dear Members

MIRC Electronics Limited

Your Directors are pleased to present the Thirty Sixth Annual Report along with theAudited Financial Statements of the Company for the financial year ended March 31 2017.

The Financial highlights for the year under review are as under:

Results of Operations

(Rs. in Crores)

Particulars Financial year ended March 31 2017 Financial year ended March 31 2016
Gross Turnover 784.50 811.00
Gross Profit (before interest depreciation tax and writing off of preliminary expense) 28.37 7.23
Interest 23.59 28.79
Depreciation 10.46 11.63
Net Profit / (Loss) Before Tax (5.68) (33.19)
Current Tax - (6.18)
Deferred Tax Liability/(Asset) - -
Profit/(Loss) After Tax (5.68) (27.01)
Balance in Profit & Loss A/c carried forward from the last year (14.02) 12.99

Financial Performance:

During the year under review your Company has made gross turnover of Rs. 784.50 croresas against Rs. 811.00 crores for the previous year. The Company has made a loss of Rs.5.68 crores.

The financial statements are prepared in accordance with Indian GAAP for the financialyear ended March 31 2017 and forms part of this Annual Report.

Dividend and Transfer to General Reserves:

Considering the cash requirement for business growth and debt servicing your Directorsregret and do not propose dividend for the year ended March 31 2017. There is noappropriation of any amount to General Reserves during the year under review.

Preferential Issue of Warrant:

On July 10 2015 the Company had issued 1 (One) warrant to Bennett Coleman & Co.Ltd. (hereinafter referred to as the BCCL/Warrant holder) being Person other than Promoterand / or Promoter Group exercisable for equity shares aggregating to Rs. 227500000/-(Amount paid up on the warrant by BCCL is 25% of the value of warrant i.e. Rs.56875000/-) with such warrant carrying an option / entitlement to the warrant holder tosubscribe to equity shares of the face value of Re. 1/- each for cash at a minimum priceof Rs. 14.66/- each (including premium of Rs. 13.66/- each) per share as arrived inaccordance with the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009 as on the Relevant Date i.e. May 27 2015 orsuch higher price per share equal to the average of the weekly high and low of the closingprices of the equity share of the Company as quoted on the National Stock Exchange ofIndia Ltd. during the 26 (twenty six) weeks preceding the last date of 17 (seventeenth)month from the date of allotment of warrant i.e. July 10 2015 after making adjustment forany bonus issue/split /consolidation.

The BCCL vide its letter dated January 02 2017 elected to exercise the warrant tosubscribe to equity shares of the face value of Re. 1/- each for cash at a minimum priceof Rs. 14.66/- per share to the extent of Rs. 227500000/- and paid the remaining amountof Rs. 170625000 (i.e. 75% of the value of warrant).

The Preferential Issue Committee on January 06 2017 has allotted 15518417 equityshares of face value of Re. 1 per equity share for cash at a price of Rs. 14.66/- perequity share (including a premium of Rs. 13.66 per equity share) as arrived in accordancewith the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 as on theRelevant Date i.e. May 27 2015 to BCCL aggregating to Rs. 227499993.22/- onpreferential basis.

The Company has received listing and trading approval for the 15518417 equity sharesfrom the stock exchanges.

Abridged Financial Statements:

The statement containing the salient features of the Balance Sheet Profit and LossAccount and Auditors’ Report on the abridged financial statement has been sent tothose members who have not registered their email id’s with the Company.

Subsidiary Company:

Your Company was having a Wholly Owned Subsidiary Company (WOS) i.e. AkasakaElectronics Limited. During the previous year the Board of Directors of the Company intheir meeting held on February 13 2016 approved a Scheme of Amalgamation ("theScheme") for Amalgamation of WOS with the Company and the same was approved by themembers of the Company through the postal ballot (including e-voting) on October 01 2016.The National Company Law Tribunal Mumbai Bench ("Tribunal") vide its Orderdated March 23 2017 sanctioned the scheme of amalgamation of WOS with the Company. TheScheme became effective on March 30 2017. The Appointed Date being April 01 2015 thefinancials for the year under review have been prepared after giving effect to the Schemeof Amalgamation.

Board of Directors:

The Board of Directors of the Company comprises of the following Directors:

(i) Mr. Gulu L. Mirchandani - Chairman & Managing Director;

(ii) Mr. Vijay J. Mansukhani - Managing Director;

(iii) Mr. Shyamsunder Dhoot - Whole Time Director;

(iv) *Mr. Kaval Mirchandani - Whole Time Director;

(v) Mr. Rafique Malik - Independent Director;

(vi) Mr. Carlton Pereira - Independent Director;

(vii) **Ms. Radhika Piramal - Independent Director;

(viii) ***Mr. Arvind Sharma – Additional & Independent Director; and

(ix) ****Ms. Sujata Deshmukh – Additional & Independent Director;

* During the year under review Mr. Kaval Mirchandani was appointed as a Whole TimeDirector for a period of 3(three) years with effect from May 26 2016 to May 25 2019 inthe Thirty Fifth Annual General Meeting of the Company;

** During the year under review Ms. Radhika Piramal resigned as a Non-ExecutiveIndependent Woman Director with effect from August 11 2016 and the Board place on recordits appreciation for the valuable inputs guidance and services rendered by her during hertenure with the Company.

*** During the year under review Mr. Arvind Sharma was appointed by the Board ofDirectors of the Company on November 14 2016 as an Additional and Independent Director ofthe Company and further the Board of Directors has decided to re-appoint him as anIndependent Director for a period of 5 (five) years subject to the approval of the membersof the Company at the ensuing Annual General Meeting.

**** During the year under review Ms. Sujata Deshmukh was appointed by the Board ofDirectors of the Company on November 14 2016 as an Additional and Independent WomanDirector of the Company and further the Board of Directors has decided to re-appoint heras an Independent Woman Director for a period of 5 (five) years subject to the approval ofthe members of the Company at the ensuing Annual General Meeting.

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 read with the Companies (Appointment andQualification of the Directors) Rules 2014 amended from time to time that he/she meetsthe criteria of independence laid down in Section 149 (6) of the Companies Act 2013 andRegulation 25 of the New Listing Agreement read with the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (including anystatutory modification and re-enactment thereof till date).

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 readwith the Companies (Appointment and Qualification of the Directors) Rules 2014 amendedfrom time to time Mr. Shyamsunder Dhoot Whole Time Director shall retire by rotation atthe ensuing Annual General Meeting of the Company and is eligible for re-appointment. TheBoard recommends his reappointment.

The Company has received notice as required under Section 160 of the Companies Act2013 proposing the candidature of Mr. Arvind Sharma and Ms. Sujata Deshmukh as anIndependent Directors along with necessary deposit.

The notice convening the Annual General Meeting includes the proposal forappointment/re-appointment of Directors.

Directors’ Responsibility Statement:

In terms of Section 134 (5) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 amended from time to time your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with the requirements set out under Schedule III tothe Companies Act 2013 have been followed along with proper explanation relating tomaterial departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the Profitand loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance:

Your Company believes in adopting best Corporate Governance practices. The Company hasalso implemented several best Corporate Governance practices as prevalent globally. Thereport on Corporate Governance as stipulated under the New Listing Agreement read withRegulation 27 and Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (including any statutorymodification and re-enactment thereof till date) forms an integral part of this BoardReport.

The requisite certificate from Mr. Nilesh Shah Practicing Company Secretaryconfirming compliance with the conditions of the Corporate Governance as stipulated underthe New Listing Agreement read with Regulation 34 (3) and Schedule V to the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (including any statutory modification and re-enactment thereof till date) is annexedto this Board Report.

The declaration signed by Mr. G. Sundar Chief Executive Officer of the Companyregarding compliance of the Code of Conduct for Board members and Senior Managementpersonnel forms part of this Board Report.

Management Discussion and Analysis:

A detailed review of the operations performance and future outlook of the Company andits business as stipulated under Regulation 34 (2) (e) read with Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any statutory modification and re-enactment thereof tilldate) is presented in a separate section forming part of the Annual Report under the head‘Management Discussion and Analysis’.

Disclosure of Employee Stock Option Scheme (ESOS):

During the year under review the Board of Directors of the Company in their meetingheld on February 13 2017 approved the employee stock option scheme termed as ‘MIRCElectronics Limited – Employee Stock Option Scheme 2017’ (MIRC ESOS 2017) underthe provisions of Section 62 of the Companies Act 2013 read with Rule 12 of the Companies(Share Capital and Debentures) Rules 2014 and SEBI (Share based Employee Benefits)Regulations 2014.

The aforesaid MIRC ESOS 2017 was approved by the members of the Company at the ExtraOrdinary General Meeting held on March 29 2017. MIRC ESOS 2017 provides for up to9811710 stock options and other particulars regarding Employee Stock Options areattached as Annexure – A.

Contracts and Arrangements with Related Parties:

During the year under review all contracts/arrangements/ transactions entered by theCompany with related parties were in the ordinary course of business and on an arm’slength basis. The Company had not entered into any contract/arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of the related party transactions.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board of Directors of the Company may be accessed on thewebsite of the Company at the link http://www.onida.com/policies.

Corporate Social Responsibility:

As per Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 every company having net worth of Rs. 500 crores ormore or turnover of Rs. 1000 crores or more or net Profit of Rs. 5 crores or more duringany financial year shall ensure that it spends in every financial year at least 2 (Two)percent of the average net Profits made during three immediately preceding financialyears in pursuance of its Corporate Social Responsibility Policy.

The aforesaid requirement will not be applicable to the Company for the financial year2016-2017 as the Company does not fulfill any of the criteria mentioned in Section 135 (1)of the Companies Act 2013.

Risk Management:

During the year under review the Risk Management Committee has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company’senterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks. The Risk Management Policy was reviewed and approved by theCommittee constituted by the Board of Directors of the Company.

The Committee manages monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to integrate Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operations were observed.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 and Section 134 of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 amended from time to time are included inthis Report as Annexure - B and forms an integral part of this Board Report.

Key Managerial Personnel:

The Company has below mentioned persons as Key Managerial Personnel of the Company interms of the requirement of Section 203 of the Companies Act 2013 read with Rule 8 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 within themeaning of Section 2 (51) of Companies Act 2013:

Sr. No. Name of the person Designation
1. Mr. Gulu L. Mirchandani Chairman & Managing Director
2. Mr. Vijay J. Mansukhani Managing Director
3. Mr. Kaval Mirchandani Whole-Time Director
4. Mr. Shyamsunder Dhoot Whole-Time Director
5. Mr. G. Sundar Chief Executive Officer
6. Mr. Subrat Nayak Chief Financial Officer
7. Mr. Lalit Chendvankar Head - Corporate Affiairs Legal & Company Secretary

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and as per the New ListingAgreement read with the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (including any statutory modification andre-enactment thereof till date) the Company has devised a policy for performanceevaluation of Independent Directors Board of Directors Committees and other individualDirectors which include criteria for performance evaluation of the non-executive directorsand executive directors. A structured questionnaire was prepared after taking intoconsideration of the various aspects such as performance of specific duties obligationsBoard’s functioning composition of the Board and its Committees culture andgovernance.

The performance evaluation of the Chairman Executive Director and IndependentDirectors was carried out by the entire Board of Directors of the Company excluding thedirectors being evaluated. The Board of Directors expresses their satisfaction with theevaluation process.

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company.

The following policies of the Company are annexed herewith marked as Annexure - C-I andAnnexure - C-II: a) Policy on remuneration of directors key managerial personnel andother senior management employees (Annexure – C-I); and b) Policy on criteria forappointment & evaluation of executive directors and independent directors (Annexure– C-II).

Public Deposits:

During the year under review the Company has neither invited nor accepted any publicdeposit within the meaning of Section 73 to 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 amended from time to time.

Statutory Auditors:

The members of the Company at the Thirty Third Annual General Meeting of the Companyheld on September 3 2014 has appointed M/s. S R B C & CO. LLP CharteredAccountants (Firm Registration No. 324982E/E300003 with the Institute of CharteredAccountants of India) as Statutory Auditors of the Company for the term of 4 (four) yearsto hold the office till the conclusion of the Thirty- Seventh Annual General Meeting ofthe Company. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the statutory auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s. S R B C & CO. LLP CharteredAccountants as Statutory Auditors of the Company is placed for ratification by themembers of the Company. The Audit Committee and the Board of Directors has recommended theratification of the appointment of the Statutory Auditors.

Auditors Report:

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

Cost Auditors:

Pursuant to the provisions of the Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 amended from time to time the Board ofDirectors of the Company on the recommendation of Audit Committee has appointed Mr.Suresh D. Shenoy Cost Accountant (Firm Registration No. 102173 with the Institute of Costand Works Accountants of India) as the Cost Auditor of the Company for the financial year2017-2018. The remuneration of Cost Auditor needs to be approved by the members of theCompany. The Board recommends passing of the resolution as contained in the notice onremuneration of the Cost Auditor.

Secretarial Auditors:

M/s. Ragini Chokshi & Co. Practicing Company Secretaries (Firm Registration No.92897 with the Institute of Company Secretaries of India) was appointed to conduct thesecretarial audit of the Company for the financial year 2016-2017 as required underSection 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Personnel) Rules 2014 amended from time to time. The Secretarial AuditReport for financial year ended March 31 2017 is annexed herewith marked as Annexure-D tothis Board Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

Disclosures: Audit Committee:

At the beginning of the year under review the Audit Committee comprised of Mr. CarltonPereira Chairman Mr. Rafique Malik and Ms. Radhika Piramal as the members. However Ms.Radhika Piramal has resigned on August 11 2016 and in her place Mr. Arvind Sharma hasbeen appointed w.e.f. November 14 2016 as a member of the Comittee.

As on date the Audit Committee comprises of Mr. Carlton Pereira Chairman Mr. RafiqueMalik and Mr. Arvind Sharma as the members.

All the members of the Audit Committee are Independent Directors.

Nomination and Remuneration Committee:

At the beginning of the year under review the Nomination and Remuneration Committeecomprised of Mr. Rafique Malik Chairman Mr. Carlton Pereira and Ms. Radhika Piramal asthe members. However Ms. Radhika Piramal has resigned on August 11 2016 and in her placeMs. Sujata Deshmukh has been appointed w.e.f. November 14 2016 as a member of theCommittee.

As on date the Nomination and Remuneration Committee comprises of Mr. Rafique MalikChairman Mr. Carlton Pereira and Ms. Sujata Deshmukh as the members.

All the members of the Nomination and Remuneration Committee are Independent Directors.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Rafique Malik Chairman Mr.Gulu L. Mirchandani and Mr. Vijay J. Mansukhani as members.

Corporate Social Responsibility (CSR) Committee:

The CSR Committee comprises of Mr. Gulu L. Mirchandani Chairman Mr. Vijay J.Mansukhani and Mr. Rafique Malik as members.

Whistle Blower Policy/ Vigil Mechanism:

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior your Company has adopted a Vigil Mechanism/Whistle Blower Policy. The aim of the policy is to provide adequate safeguards againstvictimization of whistle blower who avails of the mechanism and is also provided directaccess to the Chairman of the Audit Committee in appropriate or exceptional cases.

Accordingly ‘Whistle Blower Policy’ has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach theChairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

The policy also been posted on the website of Company i.e. www. onida.com/policies.

Code of Conduct for Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulation 2015. The Insider Trading Policy of the Company laid down theguidelines and procedure to be followed and disclosures to be made while dealing with theshares of the Company. The policy has been formulated to regulate monitor and ensurereporting of dealings by employees of the Company. The Insider Trading Policy of theCompany comprising of ‘Code of Practices and Procedures for Fair Disclosures ofUnpublished Price Sensitive Information’ and ‘Code of Conduct for Prevention ofInsider Trading’ is available on the website of the Company i.e. www.onida.com.

Meetings of the Board:

The details of the number of meetings of the Board of Directors of the Company heldduring the financial year / tenure and the attendance of Directors forms part of theCorporate Governance Report.

Particulars of Loan given Investment made Guarantee given and Securities provided bythe Company:

Particulars of loans given investments made and guarantees given along with thepurpose for which the loan or guarantee is proposed to be utilized by the recipient underthe provisions of Section 186 of the Companies Act 2013 read with the Companies (Meetingsof Board and its Powers) Rules 2014 amended from time to time are provided in therespective notes in the financial statement.

Significant and Material order passed by the Regulatory or Courts:

There were no significant and material orders passed by the Regulators / Courts thatwould impact the going concern status of the Company and its future operation.

Material changes and commitments affecting financial position between end of thefinancial year and date of this report:

There were no material changes and commitments affecting financial position of theCompany during the period between end of the financial year and date of this Board Report.

Listing Fees:

The equity shares of the Company are listed on BSE Limited and National Stock Exchangeof India Limited. The Company has paid the applicable listing fees to the above stockexchanges till date.

Information under Regulation 34 (3) read with Schedule V to the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015:

Pursuant to the New Listing Agreement read with Regulation 34 (3) along with Schedule Vto the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (including any statutory modification and re-enactmentthereof till date) the details of the shares lying with the Company in Unclaimed SuspenseAccount as on March 31 2017 is as under:

Sr. No. Description No. of Shareholders No. of Shares
1 Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the beginning of the financial year 4678 102309
2 Number of shareholders who approached issuer for transfer of shares from unclaimed suspense account during the financial year 4 2067
3 Number of shareholders to whom shares were transferred from unclaimed suspense account during the financial year 4 2607
4 Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the end of the financial year 4674 100242

All the unclaimed shares are credited to a Demat Unclaimed Suspense Account and all thecorporate benefits in terms of securities accruing on these unclaimed shares shall becredited to such account. The voting rights on these shares shall remain frozen till therightful owner of such shares claims the shares.

Transfer of Unpaid and Unclaimed Dividend:

Pursuant to provisions of the Section 124 of the Companies Act 2013 and Section 205A(5) of the erstwhile Companies Act 1956 the dividend declared for the financial year2008-2009 (Final) which remained unpaid or unclaimed for a period of 7 (seven) years hasbeen transferred by the Company to Investor Education and Protection Fund (IEPF)established by the Central Government pursuant to the provisions of the Section 125 of theCompanies Act 2013.

The shareholders who have not claimed dividend for the financial year 2009-2010 and2010-2011 which is due for transfer to IEPF on expiry of 7 (seven) years on July 29 2017and July 25 2018 respectively are requested to write to the Registrar & ShareTransfer Agent of the Company for claiming their unpaid/ unclaimed dividend.

Transfer of Shares to the Investor Education and Protection Fund:

Pursuant to the provisions of Section 124(6) of the Companies Act 2013 and theInvestor Education and Protection Fund Authority (Accounting Auditing Transfer andRefund) Rules 2016 which have come into effect from September 07 2016 the shares onwhich dividend has not been paid or claimed for seven consecutive years or more then suchshares have to be transferred to the Investor Education and Protection Fund (IEPF) a Fundestablished by the Central Government under Section 125 of the Companies Act 2013.

The Company will be transferring shares to IEPF Suspense Account on which dividend hasnot been paid or claimed for seven consecutive years or more by following the procedureprescribed under the said Rules.

Particulars of Employees and Related Disclosures:

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedisclosures pertaining to the remuneration and other details as required is appended asAnnexure - E to this Board Report.

A statement containing the names of every employee employed throughout the financialyear and in receipt of remuneration of Rs. 1.02 crore or more or employed for part of theyear and in receipt of Rs. 8.5 lakh or more per month under Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time is available for the inspection at the registered office of theCompany. Having regard to the provisions of the first proviso to Section 136(1) of theCompanies Act 2013 the Annual Report excluding the aforesaid information is being sentto the members of the Company. Any member interested in obtaining such information maywrite to the Company Secretary of the Company and the same will be furnished to them.

Internal Control System:

The Company has adequate internal control system commensurate with its size andbusiness. The Internal Auditors of the Company reviewed that all the financialtransactions of the Company are in line with the compliance of laws policies andprocedures and have been correctly recorded and reported. The Internal Audit is conductedon regular basis and the reports are submitted to the Audit Committee at their quarterlymeetings. The Audit Committee actively reviews the adequacy and effectiveness of theinternal control system and suggests improvements to strengthen the same.

Research and Development:

The Company recognizes that a vigorously intelligent research initiative enables notonly cost reduction through effective process improvement but also value-addition throughsustained innovative and customized products in line with customer requirements.

The Company is proud to have a team of dedicated engineers at the ONIDA Research andDevelopment Centres in Mumbai and Shenzhen (China) who facilitate in makingstate-of-the-art technology products satisfying customer expectations.

This team conducts research in the areas of: ? Embedded Software. ? Industrial Design.? Mechanical Design. ? Electrical Circuit Design.

Conservation of Energy Technological Absorption Foreign Exchange Earnings and Outgo:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3) (m) of theCompanies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 andamended from time to time are set out in the Annexure - F and forms part of this BoardReport.

Environment:

The E Waste Management Rules 2016 (hereinafter referred to as "E WasteRule") are in force. As per the E Waste Rule all producers have to meet ExtendedProducer Responsibility (EPR) along with the defined targets. As per E Waste Rule allproducers have to make EPR Authorisation Application to Central Pollution Control Board(CPCB). The Company has made an application to CPCB for EPR Authorisation much before thedue date of December 31 2016. The Company is interacting with CPCB members for EPRAuthorisation. The Company has a tie up with Authorised Recyclers for recycling the EWaste.

The details of E Waste along with Collection Centres and Pick Up Facility have beenuploaded on the Company’s website. One of the important aspect of E Waste Rule iscreating awareness amongst stakeholders about necessity to dispose `End ofLife’ (EOL) products through authorised recyclers instead handing over tounauthorised recyclers / kabadiwala. The Company has planned various actions for creatingsuch awareness. The

Company appeals to all stakeholders to dispose all EOL products through Company’sauthorized recyclers. The required details are available on Company’s website viz.www.onida.com.

The manufacturing plant situated at Wada Maharashtra has more than 10 acres of GreenCover with more than 1500 plants and trees. The Company makes all out efforts formaintaining such Green cover and support the prevailing Environmental issues.

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions / events on these items during the yearunder review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Neither the Managing Director nor the Whole-Time Directors of the Company receiveany remuneration or commission from any of its subsidiary.

Your Directors further state that during the year under review there were no casesfiled under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Acknowledgement:

Your Directors take this opportunity to thank the customers vendors investorsmembers and bankers of the Company for their continued support during the year and alsoplace on record their appreciation to the contribution made by the employees of theCompany at all levels.

Your Directors also thank the Government of India particularly the Income TaxDepartment the Customs and Excise Departments Ministry of Commerce Ministry of FinanceMinistry of Corporate Affiairs the Reserve Bank of India the State Governments and othergovernment agencies for the support and look forward for the continued support from themin the future.

For and on behalf of the Board of Directors
Gulu L. Mirchandani
Place : Mumbai Chairman and Managing Director
Date : May 22 2017 DIN: 00026664